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Title: |
Letter of Transmittal |
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Entities: |
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Date: |
2002 |
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Preview shows 9KB of 44KB total |
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$48 |
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ID: |
#1340874 |
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<SEQUENCE>4
<FILENAME>vailex991.txt
<DESCRIPTION>LETTER OF TRANSMITTAL
<TEXT>
LETTER OF TRANSMITTAL
Vail Resorts, Inc.
OFFER TO EXCHANGE ITS 8 3/4% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS ISSUED AND OUTSTANDING 8 3/4% SENIOR
SUBORDINATED NOTES DUE 2009
PURSUANT TO THE PROSPECTUS, DATED , 2002
--------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
--------------------------------------------------------------------------------
The Bank of New York, as Exchange Agent
<TABLE>
<CAPTION>
<S> <C> <C>
By Registered or Certified Mail: By Overnight Courier and by Hand By Hand Delivery to 4:30 p.m.:
Delivery after
4:30 p.m. on Expiration Date:
The Bank of New York The Bank of New York The Bank of New York
c/o United States Trust Company of c/o United States Trust Company of The Bank of New York
New York New York c/o United States Trust Company
P.O. Box 84 30 Broad Street, 14th Floor of New York
Bowling Green Station New York, NY 10004-2304 30 Broad Street, B-Level
New York, NY 10274-0084 New York, NY 10004-2304
</TABLE>
By Facsimile:
(646) 458-8111
Confirm by Telephone:
(800) 548-6565
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions other than as set forth above, will not constitute
a valid delivery. The undersigned acknowledges that he or she has received and
reviewed the Prospectus, dated , 2002 (the "Prospectus"), of Vail Resorts, Inc.,
a company organized under the laws of Delaware, and this Letter of Transmittal,
which together constitute the Company's offer (the "Exchange Offer") to exchange
up to $160,000,000 aggregate principal amount of the Company's 8 3/4% Senior
Subordinated Notes Due 2009 (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of the Company's issued and outstanding 8 3/4% Senior
Subordinated Notes Due 2009 (the "Outstanding Notes"), which have not been so
registered.
For each Outstanding Note accepted for exchange, the registered holder of
such Outstanding Note (collectively with all other registered holders of
Outstanding Notes, the "Holders") will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding Note. Registered
holders of Exchange Notes on the relevant record date for the first interest
payment date following the consummation of the Exchange Offer will receive
interest accruing from the most recent date to which interest has been paid or,
if no interest has been paid, from November 21, 2001. Outstanding Notes accepted
for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Accordingly, Holders whose Outstanding Notes
are accepted for exchange will not receive any payment in respect of accrued
interest on such Outstanding Notes otherwise payable on any interest payment
date the record date for which occurs on or after consummation of the Exchange
Offer.
This Letter of Transmittal is to be completed by a Holder of Outstanding
Notes if either certificates for such Outstanding Notes are available to be
forwarded herewith or tendered by book-entry transfer to the account maintained
by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange
Offer--Procedures for Tendering Outstanding Notes" section of the Prospectus.
Holders of Outstanding Notes whose certificates are not immediately available,
or who are unable to deliver their certificates or confirmation of the
book-entry tender of their Outstanding Notes into the Exchange Agent's account
at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter of Transmittal to the Exchange Agent on or
prior to the Expiration Date, must tender their Outstanding Notes according to
the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Outstanding Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, that neither the
Holder of such Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in a distribution of such Exchange
Notes and that neither the Holder of such Outstanding Notes nor any such other
person is an "affiliate" (as defined in Rule 405 under the Securities Act) of
the Company.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by a Holder thereof (other than a Holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such Holder's business and such Holder has no arrangement
with any person to participate in a distribution of such Exchange Notes.
However, the SEC has not considered the Exchange Offer in the context of a
no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
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